8-KAccepted Oct 6, 4:34 PM ET
Penguin Solutions: appoints CFO and reports fiscal 2026 results
Accepted (ET)
4:34 PM
Oct 6, 2026
Filed
Oct 6, 2026
Documents
13
Size
185.0 KB
Summary
Penguin Solutions: appoints CFO and reports fiscal 2026 results
What happened
- Penguin Solutions announced that its board appointed Stephen Cumming to serve as Senior Vice President and Chief Financial Officer, effective Oct 6, 2026. The filing states Mr. Cumming will also serve as the company’s principal financial officer and principal accounting officer and succeeds Aaron Johnson, who had served as interim CFO since Jul 9, 2026 and returned to his role as Vice President, Finance and Accounting effective Oct 6, 2026.
- On Oct 6, 2026 the company issued a press release that includes references to the company’s results for the fourth quarter and fiscal year ended Aug 28, 2026 and its outlook for the fiscal year ending Aug 27, 2027.
Key details
- Mr. Cumming, age 56, previously served as Chief Financial Officer of Edgio, Inc. from 2022 to 2025 and as Senior Vice President and Chief Financial Officer of Cambium Networks Corporation from 2018 to 2022; he holds a Bachelor of Science in Business from the University of Surrey and is a UK Chartered Management Accountant.
- Employment offer letter provides an annual base salary of $550,000 and an annual performance bonus targeted at 90% of base salary; the 2027 bonus will be prorated.
- Mr. Cumming will receive a $700,000 retention bonus payable in two equal installments within 45 days and 85 days after his start date, subject to continued employment and prorated repayment in certain circumstances.
- Equity awards under the Amended and Restated 2021 Inducement Plan: time-based RSUs with an aggregate value of $1,750,000 and performance-based RSUs with an aggregate value of $2,550,000 measured by relative total shareholder return versus the Russell 2000 over a three-year performance period; RSUs vest 25% on Oct 20, 2027 with the remainder in 12 equal quarterly installments thereafter.
- Severance: if terminated without “cause” or resigns for “good reason,” subject to a release, Mr. Cumming would receive 100% of annual base salary paid over 12 months, a prorated bonus for the year of termination, and up to 12 months of healthcare continuation; if such termination occurs within two months before or 12 months after a change in control, the package increases to 150% of base salary plus 150% of annual bonus, prorated bonus for the year of termination, up to 18 months of healthcare continuation, and 100% vesting of outstanding equity awards (unless an award agreement provides otherwise).
- The filing states the offer letter will be filed as an exhibit to the company’s Annual Report on Form 10-K for fiscal 2026 and that Mr. Cumming is expected to enter into the company’s standard indemnification and advancement agreement. No new compensatory arrangements were entered with Mr. Johnson in connection with his return to his prior role.
Why it may matter
- The filing reports an officer appointment under Item 5.02 (departure and election of officers) and references results of operations and financial condition under Item 2.02 (results of operations and financial condition). A filing does not show why the insider traded or why the company acted.